What The SEC Doesn't Understand About Blue Sky Laws

I recently submitted this comment letter to the Securities and Exchange Commission with respect to its proposal to modernize the exemption applicable to intrastate offerings. The SEC somewhat misleadingly describes its proposal as " "amendments to...

Court Applies Safe Harbor Doctrine To CA Transparency in Supply Chains Act

I first wrote about the California Transparency in Supply Chains Act more than four years ago.  See California To Require Website Disclosure Regarding Efforts To Eradicate Slavery And Human Trafficking. At the time, I noted that "The Act provides...

Do Indemnity Agreements Constitute Unlicensed And Unlawful Insurance?

Parties to all sorts of agreement negotiate over the allocation of risk. A seller, for example, might sell goods at a higher price with a full warranty and at a lower price with no warranty. A corporate officer may insist on higher compensation in...

Blasphemous Corporate Names

Yesterday's post considered the question of whether the California Secretary of State could refuse to accept offensive corporate names. Blasphemous corporate names constitute a subset of offensive names because they are offensive to believers....

Can The Secretary Of State Reject Disparaging Business Entity Names?

Section 2(a) of the Lanham Act bars the Patent and Trademark Office from registering scandalous, immoral, or disparaging marks. 15 U.S.C. § 1052(a).  However, the United States Court of Appeals for the Federal Circuit sitting en banc recently held...

Court Of Appeal Finds Indemnity Includes First Party Claims

Three years ago, I wrote this brief post about how to interpret an indemnity claim. I wrote that post to remind readers that the California Civil Code not only defines "indemnity", it provides a series of interpretational rules. According to the...

Preemption Of Secondary Trading Is Fast Becoming More Obscure

Secondary trading of securities in California must be qualified unless exempt or not subject to qualification due to federal preemption. Cal. Corp. Code § 25130. Similarly, the offer and sale of securities are subject to registration under the...

Initiative Measure Aims To Retard Gut And Amend Legislation

A reader of the California Constitution would be lead to believe that the course of legislation is orderly and predictable. Under Article IV, Section 8(b), the legislature may make no law except by statute and no statute except by bill. Every bill,...

Staff Releases Report on its Review of the Definition of “Accredited Investor”

On Friday, the Securities and Exchange Commission staff published a report of its review of the definition of "accredited investor". Congress directed the SEC to review the definition every four years in Section 413(b)(2)(A) of the Dodd-Frank Wall...